Date: August 13, 2026

Policy Update Summary

Keynote Financial Services Limited revised its Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons (Insider Trading Policy) during the Board of Directors meeting held on August 13, 2026.

Background and Objective

The Company originally approved the Code on May 28, 2015 to comply with SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy was previously amended on February 11, 2022 and May 29, 2025. The Code applies to Designated Persons and their Immediate Relatives as defined in the policy.

Key Policy Provisions

Definitions

The policy provides comprehensive definitions including:

  • Connected Person: Directors, KMPs, officers, persons with contractual/fiduciary relationships, frequent communicators with officers, employees with UPSI access, and professional/business relationships
  • Designated Persons: Promoters, Directors, KMPs of company and material subsidiaries, all employees except administrative/support staff without UPSI access
  • Immediate Relative: Spouse, parents, siblings, children who are financially dependent or consult on trading decisions
  • Unpublished Price Sensitive Information (UPSI): Information not generally available that could materially affect security prices, including financial results, dividends, capital structure changes, M&A, KMP changes, rating changes, fundraising, management agreements, fraud/defaults, resolution plans, insolvency proceedings, forensic audits, regulatory actions, litigation outcomes, guarantees, license changes
  • Trading: Includes subscribing, redeeming, switching, buying, selling, dealing, pledging company securities

Trading Restrictions

  • Insiders prohibited from trading when in possession of UPSI
  • No designated person can take positions in derivative transactions of company securities
  • Trading window closures: end of every quarter until 48 hours after financial results disclosure
  • Additional closures when Compliance Officer determines designated persons may possess UPSI
  • Trading window reopens 48 hours after UPSI becomes generally available

Pre-clearance Requirements

  • Mandatory for trades exceeding ₹10,00,000 in value per calendar quarter
  • Applications must be submitted to Compliance Officer using Annexure 1 format
  • Trading must be executed within 7 trading days of approval
  • Trade details must be submitted within 2 days of execution (Annexure 3)
  • Board approval required for Compliance Officer's own trades

Additional Trading Restrictions

  • No contra trades (opposite transactions within 6 months) except for ESOP exercises and transmissions
  • Profits from contra trades subject to disgorgement to SEBI's Investor Protection Fund

Disclosure Requirements

Initial Disclosures:

  • KMPs/Directors/Promoters must disclose holdings within 7 days of appointment (Form A, Annexure 4)
  • Designated persons must disclose PAN, educational institutions, past employers for immediate relatives and persons with material financial relationships

Continual Disclosures:

  • Designated persons and promoter group members must disclose trades exceeding ₹10,00,000 value within 2 trading days (Form B, Annexure 5)
  • Annual disclosure of immediate relatives and persons with material financial relationships
  • Off-market trades must be reported within 2 working days

Compliance Mechanisms

  • CEO/MD must establish internal controls for SEBI Regulations compliance
  • Board must ensure adequate systems are in place
  • Audit Committee must review compliance at least annually
  • Compliance Officer must provide quarterly updates to Audit Committee
  • Structured digital database must be maintained for UPSI access records

Penalties for Violations

  • Disciplinary action including wage freeze, suspension, recovery, ineligibility for stock options, or termination
  • Reporting to stock exchanges and regulatory authorities
  • Penalty amounts credited to SEBI's Investor Protection and Education Fund

Investigation Procedures

Annexure 7 establishes policy for inquiry into UPSI leaks:

  • Complaints can originate internally (whistleblower, internal controls) or externally (regulatory authorities)
  • Company Secretary reports complaints to Audit Committee
  • Audit Committee may appoint investigation panel
  • Investigation findings reported to Board for decision

Legitimate Purposes for UPSI Sharing

Annexure 8 provides illustrative list including:

  • Court/tribunal proceedings
  • Regulatory investigations
  • Contractual obligations
  • Professional advice from auditors, consultants, advisors
  • Transactions requiring open offers under Takeover Regulations
  • Consolidated financial statement preparation
  • Auditor requirements
  • Company object fulfillment

Annexures Included

The policy includes 8 annexures covering:

1. Pre-trading approval application

2. Undertaking for pre-clearance

3. Transaction disclosure form

4. Form A - Initial disclosure for KMPs/Directors/Promoters

5. Form B - Continual disclosure form

6. Form C - Transactions by other connected persons

7. Policy for inquiry in case of UPSI leak

8. Illustrative list of legitimate purposes

Website Access

The updated policies are available on the company website at www.keynoteindia.net